Classmates.com 2007 Annual Report Download - page 139

Download and view the complete annual report

Please find page 139 of the 2007 Classmates.com annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 153

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153

(i) a merger, consolidation or reorganization approved by the Corporation's stockholders, unless securities representing more than 33
1
/
3
percent (33.33%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially
owned, directly or indirectly, by the person or persons who beneficially owned 33
1
/
3
percent (33.33%) or more of the Corporation's
outstanding voting securities immediately prior to such transaction,
(ii) any stockholder-approved transfer or other disposition of all or substantially all of the Corporation's assets,
(iii) the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a
"group" within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that, prior to such transaction or series
of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Corporation) becomes directly or
indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with
the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of (A) securities possessing (or convertible
into or exercisable for securities possessing) 33
1
/
3
percent (33.33%) or more of the total combined voting power of all of the Corporation's
outstanding securities (as measured in terms of the power to vote with respect to the election of Board members) or (B) securities representing 33
1
/
3
percent (33.33%) or more of the aggregate market value of all of the Corporation's outstanding capital stock, measured in each instance
immediately after the consummation of such transaction or series of related transactions and whether such transaction or transactions involve a
direct issuance from the Corporation or the acquisition of outstanding securities held by one or more of the Corporation's existing stockholders;
or
(iv) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during
such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such
election or nomination.
In no event, however, shall a Change in Control be deemed to occur as a result of a spin-off distribution by United Online, Inc. of all or any
portion of the Corporation's outstanding securities held by United Online, Inc. to its existing stockholders in proportion to their holdings of
United Online, Inc. capital stock.
8